ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On April 11, 2017, Antero Midstream Partners LP (“Antero Midstream”) executed a Second Amendment to Credit Agreement (the “Second Amendment”) with certain lenders and Wells Fargo Bank, National Association, as administrative agent. The Second Amendment amends that certain First Amendment and Joinder Agreement, dated as of September 23, 2015, by and among Antero Midstream, the administrative agent, and certain lenders named therein, which amended that certain Credit Agreement, dated as of November 10, 2014, by and among Antero Midstream, the administrative agent, and certain lenders named therein (as amended, the “Credit Agreement”). The Second Amendment amends Antero Midstream’s revolving credit facility to, among other things, amend the change of control provisions of Antero Midstream’s revolving credit facility to reflect the transactions contemplated prior to and upon the consummation of the Qualified IPO (as such term is described in the Second Amendment), including the transfer to Antero Midstream Partners GP LLC of all of the general partner interests in Antero Midstream.
The Second Amendment also includes a consent by the parties thereto that certain lenders under Antero Midstream’s revolving credit facility may be subject to the write-down and conversion powers of certain authorities of the European Union, Iceland, Lichtenstein and Norway.
The description of the Second Amendment in this Form 8-K is a summary and is qualified in its entirety by the terms of the Second Amendment. A copy of the Second Amendment is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition
On April 10, 2017, the board of directors of Antero Resources Midstream Management LLC (“ARMM”), the general partner of Antero Midstream, declared a cash distribution of $0.30 per unit ($1.20 per unit annualized) for the first quarter of 2017. The distribution will be payable on May 10, 2017 to unitholders of record as of May 3, 2017.
The information in this Current Report is being furnished to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act unless specifically identified therein as being incorporated therein by reference.
Item 5.01 Changes in Control of Registrant.
On March 28, 2017, Antero Midstream disclosed the filing of a registration statement on Form S-1 with the Securities and Exchange Commission by ARMM, which indirectly controls the incentive distribution rights and owns the general partner interest in Antero Midstream, in connection with the proposed initial public offering of common shares representing limited partner interests in ARMM (the “Offering”).
On April 6, 2017, in connection with the proposed Offering, ARMM formed Antero Midstream Partners GP LLC, a Delaware limited liability company (the “Successor General Partner”), as a wholly owned subsidiary and, on April 11, 2017, assigned the general partner interest in Antero Midstream to the Successor General Partner (the “Assignment”). Concurrent with the Assignment, the Successor General Partner was admitted to Antero Midstream as the sole general partner of Antero Midstream and ARMM ceased to be the general partner of Antero Midstream.
The information contained in Items 5.02 and 5.03 in this Current Report on Form 8-K are incorporated by reference into this Item 5.01.